BEFORE THE OIL AND GAS CONSERVATION COMMISSION
OF THE STATE OF COLORADO

IN THE MATTER OF THE APPLICATION OF MARATHON OIL COMPANY FOR AN ORDER POOLING
ALL NONCONSENTING INTERESTS IN A 640-ACRE DRILLING AND SPACING UNIT LOCATED IN
SECTION 30, TOWNSHIP 7 NORTH, RANGE 62 WEST, 6TH P.M. FOR THE
NIOBRARA FORMATION, WATTENBERG FIELD, WELD COUNTY, COLORADO

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CAUSE NO. 407

ORDER NO. 407-732

DOCKET NO. 1211-UP-269

REPORT OF THE COMMISSION

The Commission heard this matter on November 15, 2012, at the office of the
Colorado Oil and Gas Conservation Commission, 1120 Lincoln Street, Denver,
Colorado, upon application for an order to pool all nonconsenting interests
within an approximate 640-acre drilling and spacing unit, established for
Section 30, Township 7 North, Range 62 West, 6th P.M., to accommodate
the Crow Valley 7-62-30-2H Well, for the development and operation of the
Niobrara Formation.

FINDINGS

The Commission finds as follows:

1.Marathon Oil Company (“Marathon” or “Applicant”), as applicant herein, is
an interested party in the subject matter of the above-referenced hearing.

2.Due notice of the time, place and purpose of the hearing has been given
in all respects as required by law.

3.The Commission has jurisdiction over the subject matter embraced in said
Notice, and of the parties interested therein, and jurisdiction to promulgate
the hereinafter prescribed order pursuant to the Oil and Gas Conservation Act.

4.On April 27, 1998, the Commission
adopted Rule 318A which, among other things, allowed certain drilling locations
to be utilized to drill or twin a well, deepen a well or recomplete a well and
to commingle any or all of the Cretaceous Age Formations from the base of the
Dakota Formation to the surface.On
December 5, 2005, Rule 318A was amended to allow interior infill and boundary
wells to be drilled and wellbore spacing units to be established.On August 8, 2011, Rule 318A was
again amended to, among other things, address drilling of horizontal wells.Section 30, Township 7 North, Range
62 West, 6th P.M. is subject to Rule 318A for the Niobrara Formation.

5.On September 17, 2012, Marathon, by its attorneys, filed with the
Commission pursuant to § 34-60-116 C.R.S., a verified application
(“Application”) for an order to pool all nonconsenting interests within an
approximate 640-acre drilling and spacing unit, established for the
below-described lands (“Application Lands”), for the development and operation
of the Niobrara Formation, effective as of the earlier of the date of the
Application, or the date that any of the costs specified in C.R.S §
34-60-116(7)(b)(II) were first incurred for the drilling of the Crow Valley
7-62-30-2H Well (API No. 05-123-35250), and to subject any nonconsenting
interests to the cost recovery provisions of C.R.S. § 34-60-116(7):

Township 7 North, Range 62 West, 6th P.M.

Section 30:All

6.On November 1, 2012, Marathon, by its attorneys, filed with the
Commission a written request to approve the Application based on the merits of
the verified Application and the supporting exhibits.Sworn written testimony and exhibits
were submitted in support of the Application.

7.Land Testimony and exhibits submitted in support of the Application by
Collin Hoover, Landman for Marathon, showed that all nonconsenting interest
owners were notified of the Application and received and Authority for
Expenditure ("AFE") and offer to participate in the Well.Further testimony concluded that the
AFE sent by the Applicant to the interest owners was a fair and reasonable
estimate of the costs of the proposed drilling operation and was received at
least 30 days prior to the November 15, 2012 hearing date.

8.The above-referenced testimony and exhibits show that granting the
Application will allow more efficient reservoir drainage, will prevent waste,
will assure a greater ultimate recovery of hydrocarbons, and will not violate
correlative rights.

9.Marathon agreed to be bound by oral order of the Commission.

10.
Based on the facts stated in the verified Application, having received no
protests, and based on the Hearing Officer review of the Application under Rule
511., the Commission should enter an order to pool all nonconsenting interests
within an approximate 640-acre drilling and spacing unit, established for
Section 30, Township 7 North, Range 62 West, 6th P.M., to accommodate
the Crow Valley 7-62-30-2H Well, for the development and operation of the
Niobrara Formation.

ORDER

NOW, THEREFORE IT IS
ORDERED, that:

1.Pursuant to the provisions of §34-60-116, C.R.S., as amended, of the Oil
and Gas Conservation Act, all nonconsenting interests in the approximate
640-acre drilling and spacing unit established for the below-described lands,
are hereby pooled, for the development and operation of the Niobrara Formation,
effective as of the earlier of the date of the Application, or the date that the
costs specified in C.R.S. §34-60-116(7)(b)(II) are first incurred for the
drilling of the Crow Valley 7-62-30-2H Well:

Township 7 North, Range 62 West, 6th P.M.

Section 30:All

2.The production obtained from the drilling and spacing unit shall be
allocated to each owner in the unit on the basis of the proportion that the
number of acres in such tract bears to the total number of mineral acres within
the drilling and spacing unit; each owner of an interest in the drilling and
spacing unit shall be entitled to receive its share of the production of the
Well located on the drilling and spacing unit applicable to its interest in the
drilling and spacing unit.

3.The nonconsenting leased (working interest) owners must reimburse the
consenting working interest owners for their share of the costs and risks of
drilling and operating the Well (including penalties as provided by
§34-60-116(7)(b), C.R.S.) out of production from the drilling and spacing unit
representing the cost-bearing interests of the nonconsenting working interest
owners as provided by §34-60-116(7)(a), C.R.S.

4.Any unleased owners are hereby deemed to have elected not to participate
and shall therefore be deemed to be nonconsenting as to the Well and be subject
to the penalties as provided for by §34-60-116 (7), C.R.S.

5.Each nonconsenting unleased owner within the drilling and spacing unit
shall be treated as the owner of the landowner's royalty to the extent of 12.5%
of its record title interest, whatever that interest may be, until such time as
the consenting owners recover, only out of each nonconsenting owner's
proportionate 87.5% share of production, the costs specified in
§34-60-116(7)(b), C.R.S. as amended.
After recovery of such costs, each unleased nonconsenting mineral owner shall
then own its proportionate 8/8ths share of the Well, surface facilities and
production, and then be liable for its proportionate share of further costs
incurred in connection with the Well as if it had originally agreed to the
drilling.

6.The operator of the well drilled on the above-described drilling and
spacing unit shall furnish the nonconsenting owners with a monthly statement of
all costs incurred, together with the quantity of oil and gas produced, and the
amount of proceeds realized from the sale of production during the preceding
month.

7.Nothing in this order is intended to conflict with §34-60-116, C.R.S., as
amended.Any conflict that may arise
shall be resolved in favor of the statute.

IT IS FURTHER ORDERED,
that the provisions contained in the above order shall become effective
immediately.

IT IS FURTHER ORDERED, that the Commission expressly reserves its right, after
notice and hearing, to alter, amend or repeal any and/or all of the above
orders.

IT IS FURTHER ORDERED, that under the State Administrative Procedure Act the
Commission considers this Order to be final agency action for purposes of
judicial review within 30 days after the date this Order is mailed by the
Commission.

IT IS FURTHER ORDERED, that an application for reconsideration by the Commission
of this Order is not required prior to the filing for judicial review.